Result of AGM
Foxtons Group PLC announced that at its Annual General Meeting, all resolutions passed except for resolutions 17 and 18 concerning the disapplication of pre-emption rights. Notably, resolutions 2 (final dividend), 15 (political donations), and 16 (authority to allot shares) passed but with over 20% of votes against them. The company acknowledges shareholder concerns regarding pre-emption rights and will provide an update on engagement within six months. The total issued share capital instructed for most resolutions was around 67.3%.
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The Company announces that at its Annual General Meeting held earlier today, all resolutions set out in the Notice of Annual General Meeting, except resolutions 17 and 18, were passed by the requisite majority. Further details on the resolutions which did not achieve the required majority are set out below. Each of the resolutions put to the AGM were voted on by way of a poll. The results of the poll for each resolution were as follows:
| Resolution * indicates Special Resolution | For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | Total issued share capital instructed |
|---|---|---|---|---|---|---|
| 1. To receive the Annual Report and Accounts. | 198,352,104 | 100.00% | 7,897 | 0.00% | 233,790 | 67.29% |
| 2. To declare a final dividend of 0.93 pence per ordinary share. | 148,927,888 | 75.04% | 49,538,593 | 24.96% | 127,310 | 67.32% |
| 3. To approve the Annual Statement from the Remuneration Committee Chair and the Annual Report on Remuneration. | 164,094,451 | 82.67% | 34,395,711 | 17.33% | 103,629 | 67.33% |
| 4. To approve the Directors' Remuneration Policy set out in the Directors' Remuneration Report | 171,498,669 | 99.99% | 23,817 | 0.01% | 27,071,305 | 58.18% |
| 5. To approve the Deferred Bonus Plan | 198,427,896 | 99.98% | 39,624 | 0.02% | 126,271 | 67.32% |
| 6. To re-elect Annette Andrews as a Director. | 174,911,812 | 97.89% | 3,766,647 | 2.11% | 19,915,332 | 60.61% |
| 7. To re-elect John (known as Jack) Callaway as a Director. | 175,010,616 | 97.89% | 3,766,639 | 2.11% | 19,816,536 | 60.65% |
| 8. To re-elect Guy Gittins as a Director. | 198,222,433 | 99.86% | 280,573 | 0.14% | 90,785 | 67.34% |
| 9. To re-elect Christopher Hough as a Director | 198,216,549 | 99.85% | 287,957 | 0.15% | 89,285 | 67.34% |
| 10. To re-elect Nigel Rich as a Director. | 164,070,868 | 95.63% | 7,500,792 | 4.37% | 27,022,131 | 58.20% |
| 11. To re-elect Peter Rollings as a Director | 194,745,665 | 98.11% | 3,757,860 | 1.89% | 90,266 | 67.34% |
| 12. To re-elect Rosie Shapland as a Director. | 178,489,107 | 99.84% | 289,648 | 0.16% | 19,815,036 | 60.65% |
| 13. To re-appoint BDO LLP as auditors of the Company. | 198,441,764 | 99.99% | 26,717 | 0.01% | 125,310 | 67.32% |
| 14. To authorise the Audit Committee to determine the remuneration of the Company's auditors. | 198,448,347 | 99.99% | 19,173 | 0.01% | 126,271 | 67.32% |
| 15. To authorise the Company to make political donations. | 141,631,910 | 71.35% | 56,871,497 | 28.65% | 90,384 | 67.34% |
| 16. To authorise the Directors to allot ordinary shares. | 121,978,472 | 61.45% | 76,523,597 | 38.55% | 91,722 | 67.34% |
| 17. To authorise the disapplication of pre-emption rights.* | 121,968,391 | 61.44% | 76,532,309 | 38.56% | 93,091 | 67.34% |
| 18. To authorise the additional disapplication of pre-emption rights.* | 121,799,797 | 61.36% | 76,700,903 | 38.64% | 93,091 | 67.34% |
| 19. To authorise the Company to purchase its own ordinary shares.* | 198,474,463 | 99.98% | 30,313 | 0.02% | 89,015 | 67.34% |
| 20. To authorise the Company to hold general meetings on not less than 14 clear days' notice.* | 189,262,386 | 95.34% | 9,242,833 | 4.66% | 88,572 | 67.34% |
*Special Resolution
The Board notes that Resolutions 2 (final dividend), 15 (political donations), and 16 (authority to allot shares) passed, but with more than 20% of votes against. Resolutions 17 and 18 (disapplication of pre-emption rights) were not passed.
The Board has actively engaged with shareholders throughout 2025 and 2026 to better understand shareholder views, including in relation to those resolutions which received more than 20% votes against at the Company's 2025 AGM. The Board also notes that certain larger shareholders are not supportive of the disapplication of pre-emption rights authority as a matter of general policy.
The Board remains committed to maintaining an open and transparent dialogue with shareholders and will continue to engage with shareholders to further understand their views and address any specific concerns. An update will be provided within six months of today's AGM detailing the outcome of this engagement, including any actions taken, in accordance with the UK Corporate Governance Code.
NOTES:
| 1. | All resolutions proposed to shareholders, except resolutions 17 and 18, were passed. |
| 5. | The number of shares in issue at close of business on 5 May 2026 was 319,186,271 (the "Share Capital") and at that time, the Company held 24,393,520 shares in treasury. |
| 6. | The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution). |
| 7. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.foxtonsgroup.co.uk . |
| 8. | A copy of resolutions 16, 19 and 20 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism . |
| 9. | The complete poll results will be available shortly on the Company's website at www.foxtonsgroup.co.uk |
| Foxtons Group plc | investor@foxtonsgroup.co.uk |
| Chris Hough, Chief Financial Officer Muhammad Patel, Investor Relations | +44 20 7893 6261 |
| Cardew Group Will Baldwin-Charles / Olivia Rosser | Foxtons@cardewgroup.com +44 7834 524833 / +44 7552 864 250 |
| MUFG Corporate Governance Limited Company Secretary | Foxtons@cm.mpms.mufg.com |
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